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Label: Blue Note Records
I Want to be Happy; Somebody Loves Me; I Cover the Waterfront; I've Found a New Baby; Himm (for our Lord and Kirk Franklin); The Goon Drag; Abie the Fisherman; Lefty Teachers at Home; "Leopold, Leopold..."; Freddie Freeloader; In a Silent Way; Somebody Loves Me (alt. tk.)
Don Byron (clarinet, bass clarinet,tenor saxophone), Jason Moran (piano), Jack DeJohnette (drums except "Himm"), Ralph Alessi (trumpet on "The Goon Drag," "Leopold, Leopold..."), Lonnie Plaxico (bass on "The Goon Drag," "Abie the Fisherman," "Lefty Teachers at Home," "Leopold, Leopold...," "In a Silent Way")